Sample Business Contracts

Senior Executive Deferred Compensation Plan [Amendment] - Albertson's Inc.

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                                     TO THE
                                ALBERTSON'S, INC.

     This Amendment is made by Albertson's,  Inc., a Delaware  corporation  (the


     Whereas, the Corporation  established the Albertson's Inc. Senior Executive
Deferred Compensation Plan effective December 5, 1983 (the "Plan");

     Whereas,  the Corporation,  pursuant to Section 8.01 of the Plan,  retained
the right to amend the Plan;  Section 8.01 provides that the Plan may be amended
by the Corporation so long as such  amendments are  non-monetary in their effect
and do not materially alter plan benefits;  pursuant to resolutions duly adopted
by the Board of Directors of the Corporation, the Grantor Trust Committee of the
Board of  Directors  was  granted  the  authority  to amend  the  Plan;  and the
Committee  has been granted the authority to amend the Plan by the Grantor Trust
Committee so long as such amendments do not materially alter benefits; and

     Whereas,  the  Committee has  determined  that it is advisable to amend the
Plan in the  manner  hereinafter  set  forth and that  such  amendment  does not
materially alter benefits.


     Now therefore be it resolved  that the Plan is amended,  as of May 1, 2001,
in the following respects:

1.   Section 6.04(d) of the Plan shall be amended to read as follows:

     The Participant  may modify the form of the  distribution of all or part of
     the Participant's Deferred Benefit Account, provided that such modification
     is made on a validly  executed  and  timely  filed  election  form at least
     twelve (12)  months  prior to the date on which the  modification  is to be
     effective. Notwithstanding the foregoing, distribution of the Participant's
     entire  Deferred  Benefit  Account  must be  completed  no  later  than the
     fifteenth year following the year in which distributions commence.

2.   Section 7.02 shall be deleted in its entirety:

3.   Section 7.03 shall be amended to read as follows:

     If a Participant  fails to designate a Beneficiary as provided above, or if
     all designated  Beneficiaries  predecease  the  Participant or die prior to
     complete distribution of the Participant's benefits, then the Participant's
     designated  Beneficiary  shall  be  deemed  to be  the  person  or  persons


     surviving  him in the first of the  following  classes in which  there is a
     survivor, share and share alike:

          (a)  The surviving Spouse;

          (b)  The  Participant's  natural or legally adopted  children,  except
               that if any of the children  predecease the Participant but leave
               issue  surviving,   then  such  issue  shall  take  by  right  of
               representation  the  share  their  parent  would  have  taken  if
               living; or

          (c)  The   Participant's   personal   representative    (executor   or

     IN WITNESS  WHEREOF,  Albertson's,  Inc. has caused this  instrument  to be
executed by its officer, duly authorized by its Board of Directors,  this 25 day
of May, 2001.

                                  ALBERTSON'S, INC.

                                      By:  /s/ Thomas R. Saldin
                                           Thomas R. Saldin
                                           Executive Vice President
                                           Administration and General Counsel

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